SEC Form 4 · accession 0001179110-16-033520
SCHOLASTIC CORP · SCHL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Robinson
Officer — CEO, Chairman and President · Director · 10% Owner
Period of report
Dec 23, 2016
Accepted (ET)
Dec 28, 2016 · 6:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000866729
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 15, 2016 | A | 123 | — | A | 4,363,107 | D | |
| Common StockF2 | Dec 16, 2016 | J | 427 | $48.04 | D | 4,362,680 | D | |
| Common StockF3 | Dec 21, 2016 | G | 560 | $48.76 | D | 4,362,680 | D | |
| Common StockF4 | Dec 22, 2016 | G | 10,000 | $47.89 | D | 4,352,680 | D | |
| Class A StockF5 | Dec 23, 2016 | M | 10,193 | $36.21 | A | 4,362,873 | D | |
| Class A StockF6 | Dec 23, 2016 | J | 10,193 | $36.21 | D | 4,352,680 | D | |
| Common StockF6 | Dec 23, 2016 | J | 10,193 | $36.21 | A | 4,362,873 | D | |
| Common Stock | Dec 23, 2016 | S | 10,193 | $48.00 | D | 4,352,680 | D | |
| Class A StockF5 | Dec 27, 2016 | M | 1,800 | $36.21 | A | 4,354,480 | D | |
| Class A StockF6 | Dec 27, 2016 | J | 1,800 | $36.21 | D | 4,352,680 | D | |
| Common StockF6 | Dec 27, 2016 | J | 1,800 | $36.21 | A | 4,354,480 | D | |
| Common Stock | Dec 27, 2016 | S | 1,800 | $48.00 | D | 4,352,680 | D | |
| Class A StockF5 | Dec 28, 2016 | M | 10,000 | $36.21 | A | 4,362,680 | D | |
| Class A StockF6 | Dec 28, 2016 | J | 10,000 | $36.21 | D | 4,352,680 | D | |
| Common StockF6 | Dec 28, 2016 | J | 10,000 | $36.21 | A | 4,362,680 | D | |
| Common StockF7,F9 | Dec 28, 2016 | S | 10,000 | $47.83 | D | 4,352,680 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F8 | $36.21 | Dec 23, 2016 | M | 10,193 | D | — | Sep 19, 2017 | Class A Stock | 10,193 | 239,807 | D |
| Employee Stock Option (right to buy)F8 | $36.21 | Dec 27, 2016 | M | 1,800 | D | — | Sep 19, 2017 | Class A Stock | 1,800 | 238,007 | D |
| Employee Stock Option (right to buy)F8 | $36.21 | Dec 28, 2016 | M | 10,000 | D | — | Sep 19, 2017 | Class A Stock | 10,000 | 228,007 | D |
Explanation of responses
- F1Represents the increase in number of shares in the 401(k) Plan since the last report relating to the 401(k) Plan.
- F2Represents the sale of shares under a mandatory required distribution in the 401(k)Plan.
- F3Represents a gift of 560 shares to his sons, which shares continue to be deemed beneficially owned by the reporting person.
- F4Represents a gift of 10,000 shares to the Richard Robinson charitable foundation.
- F5Represents the exercise of stock options due to expire on September 19, 2017.
- F6Represents the conversion of Class A Stock to Common Stock.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.75-$47.92, inclusive. The reporting person undertakes to provide to Scholastic Corporation, any holder of Scholastic Corporation or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (7) to this Form 4.
- F8Employee stock options vest ratably over a four year period beginning with the first anniversary after the date of grant.
- F9See Exhibit 99.1